Exhibit 10.24


 


SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE


 


THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL
RELEASE (the “Agreement”) is made by and between Leonard J. Brandt, Brandt Ventures, GP (“Brandt Ventures”)
and MYnd Analytics, Inc., formerly known as CNS Response, Inc. (“CNS”). Mr. Brandt, Brandt Ventures and CNS are collectively
referred to herein as the “Parties” and sometimes individually referred to as a “Party.”


 


WHEREAS, since June 2009, CNS has been
involved in litigation with Mr. Brandt and Brandt Ventures in a number of civil actions in multiple venues, including at various
times the Delaware Chancery Court, the Supreme Court of the State of Delaware, the United States District Court for the Central
District of California and the Superior Court for the State of California, Orange County;


 


WHEREAS, on April 11, 2011, Mr. Brandt
and Brandt Ventures filed an action in the Superior Court for the State of California, Orange County against CNS, one of its stockholders,
SAIL Venture Partners, LP (“SAIL”), and a former member of the CNS board of directors, David Jones (“Mr. Jones”),
alleging inter alia the breach of a promissory note agreement entered into by Brandt Ventures and CNS and that Mr. Brandt
was wrongfully terminated as Chief Executive Officer of CNS, captioned Leonard J. Brandt and Brandt Ventures, GP v. CNS Response,
Inc., Sail Venture Partners and David Jones, Superior Court for the State of California, Orange County, case no. 30-2011-00465655-CU-WT-CJC
(the “Orange County Action”);


 


WHEREAS, in 2012 Mr. Brandt filed a petition
in the Court of Chancery of the State of Delaware demanding indemnification of expenses under the Delaware General Corporation
Law, captioned Leonard J. Brandt v. CNS Response, Inc., C.A. No. 7652-VGS (the “Delaware Indemnity Action”);


 


WHEREAS, in order to avoid the possible
costs, burdens and distractions of litigation, Mr. Brandt, Brandt Ventures and CNS now desire, and through the execution of this
Agreement intend, to dispose of and resolve fully and completely any and all disputes, claims, allegations, issues and differences
that they have with or against each other, including all disputes, claims, allegations, issues and differences that were made or
could have been made in the Orange County Action or the Delaware Indemnity Action;


 


NOW, THEREFORE, IN CONSIDERATION of the
following general release, and the covenants, promises and undertakings set forth herein, the Parties do hereby agree as follows:


 


1. On or before August 8, 2016, each Party shall
deliver to the other Party’s counsel a fully executed and notarized copy of this Agreement in good order.


 


2. Within fourteen (14) days of CNS counsel
receiving a copy of this Agreement fully executed by Mr. Brandt and Brandt Ventures and notarized and in good order, the Board
of Directors of CNS shall approve this Agreement and CNS shall obtain the consent of certain note holders to this Agreement and
CNS shall give notice that it has received such approval and consent, or this Agreement shall be deemed void ab initio and of no
force or effect. In the event of timely CNS Board approval and the receipt of such consents as CNS deems appropriate, and after
receipt of bank wire instructions from counsel for Brandt, CNS will pay, not later than Thursday, August 25, 2016, Two Hundred
and Twenty-Five Thousand Dollars ($225,000) to the James D. White Attorney-Client Trust Account, or this Agreement shall be deemed
void ab initio and of no force or effect. .


 




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3.    In the event of timely CNS Board approval
and the receipt of such consents as CNS deems appropriate, and provided that CNS counsel has receiving (a) a copy of this Agreement
fully executed by Mr. Brandt and Brandt Ventures and notarized and in good order, (b) a copy of the Security Agreement attached
hereto as Exhibit A (the "Security Agreement") fully executed by Mr. Brandt for and as the Managing Partner of Brandt
Ventures in good order, and (c) a copy of the Registration Rights Agreement attached hereto as Exhibit B (the "Registration
Rights Agreement") fully executed by Mr. Brandt for and as the Managing Partner of Brandt Ventures in good order, within twenty
(20) days CNS will issue to Brandt Ventures (i) a Secured Convertible Promissory Note in the form attached as Exhibit C and made
a part hereof (the "Note") and (ii) a Warrant to Purchase Shares in the form attached as Exhibit D and made a part hereof
(the "Warrant"; together with the Note, the Security Agreement and the Registration Rights Agreement, the "Loan
Documents"). Mr. Brandt and Brandt Ventures expressly acknowledge and agree that the Note and Warrant are subject to
all of the limitations already in place for the other minority holders of notes and warrants, as reflected in the Security Agreement
and the Registration Rights Agreement, and Mr. Brandt and Brandt Ventures specifically acknowledge and agree that the terms of
the Note, the Warrant, the Security Agreement and the Registration Rights Agreement may be amended or waived with the consent of
CNS and the Majority Holders (as defined therein)and without the consent of Mr. Brandt or Brandt Ventures, provided however that
Mr. Brandt shall receive notice of such amendments or waivers within a reasonable period of time after they occur. 


 


4.    Mr. Brandt and Brandt Ventures each represent
and warrant to the Company as follows:


 


4.1         Mr.
Brandt and Brandt Ventures each have full power and authority to enter into this Agreement and each of the Loan Documents to which
either is a party, and this Agreement and each Loan Document constitutes a valid and legally binding obligation of Mr. Brandt and
Brandt Ventures, enforceable against them in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy,
insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles.


 


4.2         Mr.
Brandt and Brandt Ventures each are an "accredited investor" within the meaning of SEC Rule 501 of Regulation D promulgated
under the Securities Act.


 


4.3         (i)
Brandt Ventures is acquiring the shares of stock to be issued upon conversion of the Note and exercise of the Warrant contemplated
by this Agreement and the Loan Documents (the "Conversion Securities" and together with the Note, the "Securities")
solely for its own account and beneficial interest for investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended, and (ii) neither Mr. Brandt
nor Brandt Ventures have any present intention of selling (in connection with a distribution or otherwise), granting any participation
in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.


 


4.4         Mr.
Brandt and Brandt Ventures hereby: (a) acknowledge that they have received all the information that they have requested from CNS
and that they consider necessary or appropriate for deciding whether to acquire the Securities, (b) represent that they have had
an opportunity to ask questions and receive answers from CNS regarding the terms and conditions of the offering of the Securities
and to obtain any additional information necessary to verify the accuracy of the information given to them, and (c) further represent
that they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and
risk of this investment.


 




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4.5         Mr. Brandt and Brandt Ventures acknowledge
that investment in the Securities involves a high degree of risk and represent that they are able, without materially impairing
their financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of investment.


 


4.6         Mr. Brandt and Brandt Ventures are each
a U.S. Person as defined under Regulation S under the Securities Act, as amended.


 


4.7         Mr. Brandt and Brandt Ventures agree and
covenant that at any time and from time to time they will promptly execute and deliver to CNS such further instruments and documents
and take such further action as CNS may reasonably require in order to carry out the full intent and purpose of this Agreement
and to comply with state or federal securities laws or other regulatory approvals.


 


5.    CNS represents and warrants as follows:


 


5.1         This Agreement requires approval of the
Board of Directors of CNS and the consent of certain note holders of CNS. Subject to receiving such approval and consents, the
execution, delivery and performance by CNS of this agreement, including the payments defined in section 2, and the Loan Documents
defined in section 3, are within CNS’s corporate powers, have been duly authorized by all necessary corporate action, do
not and will not conflict with any provision of law or organizational document or of any agreement or contractual restrictions
binding upon or affecting CNS or any of its property and need no further stockholder or creditor consent.


 


5.2         The shares of stock to be issued upon conversion
of the Note and exercise of the Warrants contemplated by this agreement will be, upon conversion and exercise in accordance with
the terms of the Note and Warrants, as applicable, are validly issued, fully paid and nonassessable and free of restrictions on
transfer other than restrictions on transfer under the agreements, applicable state and federal securities laws and liens or encumbrances
created by or imposed by Mr. Brandt and Brandt Ventures. Assuming accuracy of the representation of Mr. Brandt and Brandt Ventures
in section 4 of this agreement, the Securities will be issued in compliance with all applicable federal and state security laws.


 


5.3         This Agreement requires approval of the
Board of Directors of CNS and the consent of certain note holders of CNS. Subject to receiving such approval and consents, this
Agreement is, and the Loan Documents when delivered hereunder will be, legal, valid and binding obligations of CNS enforceable
against CNS in accordance with their respective terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, reorganization and similar laws affecting creditors rights generally and to general equitable principles.


 


6.           Any psychiatric clinic in which Mr. Brandt
or Brandt Ventures owns a bona fide financial interest or is an officer or employee (any such clinic is referred to herein
as a "Brandt Clinic") may purchase PEER reports or other CNS services on terms that are at least as favorable as the
terms granted by CNS to any other bona fide purchaser, including clinics owned or franchised by CNS. If, during the term
of any purchase agreement with a Brandt Clinic, CNS enters into any subsequent bona fide agreement with any other person
or entity on terms more favorable than those contained in the purchase agreement with a Brandt Clinic, then the executory purchase
agreement shall be deemed to be modified prospectively to provide the Brandt Clinic with the more favorable terms going forward.


 




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7.    If Mr. Brandt identifies to CNS in writing
a ready, willing and able purchaser of PEER reports or other CNS services, and (a) CNS did not already have knowledge of such party
and that it was a ready, willing and able purchaser, and (b) CNS, in its sole discretion, decides to sell the PEER reports or other
CNS services to such party and receives payment therefore, to the extent permitted by applicable law, CNS will pay a commission
to Mr. Brandt upon receipt of payment in a commercially reasonable amount to be negotiated by the parties with respect to each
such transaction. Nothing in this paragraph or elsewhere in this Agreement shall be deemed to require CNS to accept any purchaser
brought to CNS by Mr. Brandt or anyone else.


 


8.    Mr. Brandt and Brandt Ventures, with the intention
of binding Mr. Brandt and Brandt Ventures and their family members, heirs, executors, administrators and assigns, hereby generally,
irrevocably, unconditionally and completely release CNS, SAIL, Mr. Jones and all other present or former directors, officers, employees,
contractors, consultants, representatives, agents, attorneys and stockholders of CNS and SAIL and the successors, predecessors
and assigns of each of the foregoing (the “Released Parties”), from and against any and all damages, debts, obligations,
losses, liabilities, judgments, costs and expenses (including without limitation attorneys’ fees and costs), payments, claims,
counterclaims, cross-claims, demands, defenses, claims for indemnity, claims for contribution or subrogation, allegations, actions,
suits, remedies, agreements, rights, privileges, duties, breaches, defaults, failures to perform and violations, of any kind or
nature whatsoever, whether based on contract, tort, statute, CNS charter documents or by-laws, or other legal or equitable theory
now or hereafter in existence, whether known or unknown or suspected or unsuspected or existing or potential, that Mr. Brandt and
Brandt Ventures now have, ever had or may ever have in the future, by reason of any fact, matter, cause, transaction, event, occurrence,
condition, relationship, act or omission of any kind or nature whatsoever in existence or occurring at any time from the beginning
of time through and including the date of execution of this Agreement, including without limitation any claims that were made or
could have been made in the Orange County Action or the Delaware Indemnity Action; provided, however, that in the event any legal
action is brought by SAIL or Mr. Jones asserting claims against Mr. Brandt or Brandt Ventures, Mr. Brandt and Brandt Ventures have
not released and may assert any affirmative defenses they may have to such claims. 


 


9.    CNS, with the intention of binding its successors
and assigns, hereby generally, irrevocably, unconditionally and completely releases Mr. Brandt and Brandt Ventures and their family
members and all present or former contractors, consultants, representatives, agents and attorneys and the successors, predecessors
and assigns of each of the foregoing (the "Released Parties"), from and against any and all damages, debts, obligations,
losses, liabilities, judgments, costs and expenses (including without limitation attorneys' fees and costs), payments, claims,
counterclaims, cross-claims, demands, defenses, claims for indemnity, claims for contribution or subrogation, allegations, actions,
suits, remedies, agreements, rights, privileges, duties, breaches, defaults, failures to perform and violations, of any kind or
nature whatsoever, whether based on contract, tort, statute, CNS charter documents or by-laws, or other legal or equitable theory
now or hereafter in existence, whether known or unknown or suspected or unsuspected or existing or potential, that CNS now has,
ever had or may ever have in the future, by reason of any fact, matter, cause, transaction, event, occurrence, condition, relationship,
act or omission of any kind or nature whatsoever in existence or occurring at any time from the beginning of time through and including
the date of execution of this Agreement.


 




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10.    Section 1542 of the California Civil Code
provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
The Parties hereto, with the intention of binding themselves and their family members, heirs, executors, administrators and assigns,
hereby expressly waive any rights conferred upon them by California Civil Code § 1542 or any similar law of any other jurisdiction,
and expressly consent that this Agreement shall be given full force and effect according to all of its and their terms, including
those terms relating to unknown and unsuspected claims, if any. The Parties understand and acknowledge the significance and consequences
of such specific waiver of California Civil Code Section 1542. The Parties acknowledge and understand that they are being represented
and advised in this matter by counsel, and acknowledge that they are familiar with the provisions of California Civil Code Section
1542. The Parties acknowledge that the foregoing waiver is the result of separate bargaining and that there are no undisclosed
facts that would affect their willingness to make this waiver. The Parties will expressly assume the risk of subsequently discovered
information, facts or law, which if known or understood by them may have affected this waiver.


 


11.    Mr. Brandt and Brandt Ventures, with the
intention of binding Mr. Brandt and Brandt Ventures and their family members, heirs, executors, administrators and assigns, hereby
promise, covenant and agree not to make any claims, causes of action, demands or allegations, or bring, file, maintain or otherwise
commence any proceeding (including without limitation any action in equity or law, arbitration, mediation, investigation, inquiry
or other civil, criminal or administrative proceeding) against any of the Released Parties in any court, agency or other tribunal
in any jurisdiction, either directly or indirectly, except to enforce rights under this Agreement.


 


12.    Mr. Brandt and Brandt Ventures represent
and warrant that all outstanding amounts claimed to be due to them by any Released Party under any agreement are extinguished in
full as of the date of this Agreement. Mr. Brandt, Brandt Ventures represent and warrant that neither Mr. Brandt nor Brandt Ventures
has assigned, transferred, conveyed or otherwise disposed of any claims against the Released Parties as of the date hereof, or
any direct or indirect interest in any such claims


 


13.    This is a "fully integrated" settlement
agreement. This Agreement and the Loan Documents contain the entire agreement of the Parties with respect to its subject matter,
and all prior oral or written agreements, contracts, negotiations, representations and discussions, if any, pertaining to this
matter are merged into this Agreement. No Party to this Agreement has made any oral or written representation other than those
set forth in this Agreement, and no Party has relied upon, or is entering into, this Agreement in reliance upon any representation
other than those representations expressly contained in this Agreement.


 


14.    This Agreement is entered into for the purpose
of avoiding any possible future expenses, burdens or distractions of litigation and is not an admission by any person of any liability
to any other person, or of any wrongdoing on the part of any person. The consideration provided by CNS pursuant to paragraphs 2
and 3 is specifically allocated to Brandt Ventures. The consideration provided by CNS pursuant to paragraphs 6 and 7 is specifically
allocated to Mr. Brandt. The parties acknowledge and agree that Mr. Brandt currently owns 246,488 shares of CNS stock, his children
collectively own 18,000 shares of CNS Stock, and Brand Ventures currently owns 31,873 shares of CNS stock, and this Agreement does
not affect the ownership of such shares. Except as otherwise provided by law, the terms of this Agreement, including all facts,
circumstances, statements or documents relating thereto, shall not be admissible or submitted as evidence in any litigation, action
or proceeding in any forum for any purpose, other than to secure the enforcement of and obtain the benefits of the terms and conditions
of this Agreement.


 




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15.    The Parties agree that the terms and provisions
of this Agreement shall be maintained in confidence and not disclosed to persons not representing a Party to this Agreement, except
as may be necessary to enforce the terms of this Agreement, or to the extent such disclosure may be required by law, rule, regulation,
or judicial, or administrative order; provided, however, that a party, in response to any inquiry from any third party, may specifically
state that ‘prior disputes between the parties have been resolved to the mutual satisfaction of all parties,’ and provided
further that this paragraph shall not apply to communications by CNS to Released Parties and their advisors or to its stockholders
and the advisors to such stockholders.


 


16.    The Parties agree to execute and deliver
such additional documents and agreements as shall be necessary to carry out the purposes of this Agreement. This Agreement may
be enforced as any other contract.


 


17.    Each Party shall bear its or his own attorneys’
fees, costs and expenses, as well as all fees, costs and expenses, if any, of its advisors, in connection with the claims relinquished
hereby and the negotiation, execution and delivery of this Agreement.


 


18.    This Agreement and the settlement contemplated
hereby shall be governed by, and construed in accordance with, the laws of the State of California, without regard to California’s
conflict of law rules. The Parties hereby submit to the jurisdiction of the courts of the State of California to address any disagreement
or dispute arising from this Agreement. The Parties agree that any dispute arising out of or relating in any way to this Agreement
or the settlement shall not be litigated or otherwise pursued in any forum or venue other than the courts of the State of California,
and the Parties expressly waive any right to demand a jury trial as to any such dispute. If any of the Parties are required to
file an action to compel performance or enforce the terms and conditions of the of this Agreement, the prevailing Party in the
litigation, as determined by the court, shall be entitled to recover his, her or its reasonable fees and costs, including attorneys’
fees, incurred in the prosecution of such action.


 


19.    This Agreement may be modified or amended
only by a writing signed by all of the signatories hereto, which refers specifically to this Agreement.


 


20.    This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signature
submitted by PDF attachment to an email shall also be deemed an original.


 


21.    This Agreement shall become effective only
upon its execution and delivery by all Parties hereto and upon the approval of the Board of Directors of CNS and the consent of
certain note holders of CNS.


 


22.    No failure or delay on the part of any party
to this agreement or the Loan Documents in exercising any right or remedy under, or pursuant to, the Loan Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right, remedy or power preclude other or further exercise
thereof, or the exercise of any other right, remedy or power. The remedies in the Loan Documents are cumulative and are not exclusive
of any remedies provided by law.


 




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23.    Notwithstanding the legend required to be
placed on the Securities by applicable law, no registration statement or opinion of counsel shall be necessary for a transfer of
Securities to the respective estate of Mr. Brandt or Brandt Ventures or for a transfer of Securities by gift, will or intestate
succession of Mr. Brandt to his spouse or to the siblings, lineal descendants or ancestors of Mr. Brandt or his spouse, if the
transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the original party hereunder,
and a legend complying with applicable law is placed on the Securities.


 


24.    All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission and electronic mail ("e-mail") transmission,
so long as a receipt of such e-mail is requested and received) and shall be given,


 


(a) if to Leonard J. Brandt or Brandt Ventures, to: Leonard J. Brandt,
31465 Juliana Farms Road, San Juan Capistrano, California 92675; and


 


(b) if to the Company, to: MYnd Analytics, Inc., 26522 La Alameda,
Suite 290, Mission Viejo, CA 92691, Attention: Paul Buck. Fax: (866) 867- 4446,


 


with a copy to Dentons US LLP, 1221 Avenue of the Americas, New
York, New York 10020, Attention: Jeffrey A. Baumel. Fax: (973) 912-7199;


 


or such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the other parties hereto.


 


25.    THE PARTIES EACH ACKNOWLEDGE THAT THEY
HAVE READ THIS AGREEMENT, THAT EACH FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EACH HAS EXECUTED THE SAME
AND MAKE THE SETTLEMENT AND GENERAL RELEASE PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OR ITS OWN FREE WILL. 


 


IN WITNESS WHEREOF the Parties, intending
to be legally bound, have each executed this Settlement Agreement and Mutual General Release as of the dates below their signatures
below.


 


	 	LEONARD J. BRANDT
	 	 
	 	/s/ Leonard J. Brandt
	 	 
	 	Date: August 8, 2016
	 	 
	 	BRANDT VENTURES, GP
	 	 	 
	 	By:	/s/ Leonard J. Brandt
	 	 	 
	 	Leonard J. Brandt
	 	Its Managing Partner
	 	Date: August 8, 2016


 




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	 	MYnd ANALYTICS, INC.
	 	 
	 	By:	/s/ George C. Carpenter IV
	 	 	 
	 	George C. Carpenter IV
	 	Its President and Chief Executive Officer
	 	Date: August 8, 2016


 


[Notary pages to follow]


 




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	State of California	)
	 	)  ss.:
	County of San Bernardino 	)


 


On the 8th day of August, 2016, before
me, a Notary Public in and for the State of California, Leonard J. Brandt, the Managing Partner of Brandt Ventures, GP and the
individual who executed the attached Settlement Agreement and Mutual General Release, being duly sworn by me, acknowledged to me
that in his capacity as Managing Partner of Brandt Ventures, GP he understands and is familiar with the contents of the attached
Settlement Agreement and Mutual General Release and that he signed his name thereto as the Managing Partner of Brandt Ventures,
GP voluntarily and of his own free will for the purposes therein stated.


 


	/s/ Lewis M. Bucklew	 
	Notary Public	 
	My Commission Expires: August 20, 2018	 
	(SEAL)	 


 




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	State of California	)
	 	)  ss.:
	County of San Bernardino	)


 


On the 8th day of August, 2016, before
me, a Notary Public in and for the State of California, Leonard J. Brandt, the individual who executed the attached Settlement
Agreement and Mutual General Release, being duly sworn by me, acknowledged to me that he understands and is familiar with the contents
of the attached Settlement Agreement and Mutual General Release and that he signed his name thereto voluntarily and of his own
free will for the purposes therein stated.


 


	/s/ Lewis M. Bucklew	 
	Notary Public	 
	My Commission Expires: August 20, 2018	 
	(SEAL)	 


 




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	State of California	)
	 	)  ss.:
	County of Orange	) 


 


On the 8th day of August, 2016, before me, a
Notary Public in and for the State of California, George C. Carpenter IV, the President and Chief Executive Officer of MYnd Analytics,
Inc., and the individual who executed the attached Settlement Agreement and Mutual General Release, being duly sworn by me, acknowledged
to me that in his capacity as the President and Chief Executive Officer of MYnd Analytics, Inc., he understands and is familiar
with the contents of the attached Settlement Agreement and Mutual General Release and that he signed his name thereto as the President
and Chief Executive Officer of MYnd Analytics, Inc. voluntarily and of his own free will for the purposes therein stated.


 


	/s/ Barry Langfelder	 
	Notary Public	 
	My Commission Expires: November 1, 2019	 
	(SEAL)	 


  




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